Earnout Shares definition

Earnout Shares has the meaning set forth in Section 3.6(a).

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Earnout Shares shall have the meaning given in the Recitals hereto.

Earnout Shares has the meaning set forth in Section 2.10(a).

Examples of Earnout Shares in a sentence

• Seller understands that the Initial Shares, the Exchangeable VSE Shares and the Earnout Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Initial Shares, the Exchangeable VSE Shares and the Earnout Shares have not been and will not be registered under the Securities Act except as set forth in the Registration Rights Agreement.

• Seller acknowledges that no federal or state agency has passed upon or endorsed the merits of the offering of the Initial Shares, the Exchangeable VSE Shares and the Earnout Shares or made any findings or determination as to the fairness of this investment.

• Seller is aware that there may be substantial risks incident to the acquisition and ownership of the Initial Shares, the Exchangeable VSE Shares and the Earnout Shares.

• In making its decision to acquire the Initial Shares, the Exchangeable VSE Shares and the Earnout Shares, Seller has relied solely upon its own independent investigation, the representations and warranties set forth in this Agreement, reports publicly filed by VSE with the SEC under the Securities Act, and information provided by VSE, its Affiliates, and its financial, legal, and accounting advisors.

• Alone, or together with any professional advisor(s), ▇▇▇▇▇▇ has analyzed and considered the risks of an investment in the Initial Shares, the Exchangeable VSE Shares and the Earnout Shares and determined that Seller is able at this time and in the foreseeable future to bear the economic risk of a total loss of such investment in VSE.

More Definitions of Earnout Shares

Earnout Shares shall have the meaning given in the Merger Agreement.

Earnout Shares means (a) a number of shares of Class A common stock and New Fathom Units, in the aggregate equal to 3,000,000, subject to a $12.50 volume weighted average price vesting threshold as set forth in the Investor Rights Agreement or Fathom Operating Agreement, as applicable, (b) a number of shares of Class A common stock and New Fathom Units, in the aggregate equal to 3,000,000, subject to a $15.00 volume weighted average price vesting threshold as set forth in the Investor Rights Agreement or Fathom Operating Agreement, as applicable, and (c) a number of shares of Class A common stock and New Fathom Units, in the aggregate equal to 3,000,000, subject to a $20.00 volume weighted average price vesting threshold as set forth in the Investor Rights Agreement or Fathom Operating Agreement, as applicable, in each case, to be allocated as set forth on the Allocation Schedule in the BCA.

Earnout Shares shall have the meaning given in the Business Combination Agreement.

Earnout Shares means the shares of Acquiror Common Stock, if any, issued pursuant to Section 3.4.

Earnout Shares means up to 21,758,148 shares of our common stock issuable pursuant to the Business Combination Agreement to certain Legacy Velo3D equity holders upon the achievement of certain vesting conditions.

Earnout Shares has the meaning set forth in Section 1.10.

Earnout Shares means certain rights to common stock after the closing of the Business Combination that Legacy Holders may be entitled to receive pursuant to the Merger Agreement.